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Item 9A. Controls and Procedures

2026-03-12 compared with 2025-03-12 · 24 added, 21 removed, 324 unchanged (12% of the section changed)

15 unchanged sentences

Our management has evaluated, with the participation of our principal executive and principal financial officers, whether any changes in our internal controls over financial reporting that occurred during our most recent fiscal quarter ended December 31, 2025 have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Based on the evaluation we conducted, other than remediation of the material weakness identified and discussed above, our management has concluded that no such changes have occurred.

Based on the evaluation we conducted our management has concluded that no such changes have occurred.

Report of Independent Registered Public Accounting Firm

28 unchanged sentences

During the three months ended December 31, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading agreement” or “non-Rule 10b5-1 trading agreement,” as each term is defined in Item 408(a) of Regulation S-K.

Entry into a Material Definitive Agreement.

Limited Waiver Under Advisory Agreement

On March 10, 2025, we entered into a Limited Waiver Under Advisory Agreement with Ashford Inc.

and Ashford LLC (the “2025 Advisory Agreement Limited Waiver”).

Pursuant to the 2025 Advisory Agreement Limited Waiver, the Company, the Operating Partnership, TRS and the Advisor waive the operation of any provision in our advisory agreement that would otherwise limit the ability of the Company in its discretion, at the Company’s cost and expense, to award during the first and second fiscal quarters of calendar year 2025, cash incentive compensation to employees and other representatives of the Advisor.

The foregoing description of the 2025 Advisory Agreement Limited Waiver contained in this Item 9B does not purport to be complete and is subject to and qualified in its entirety by the full text of the agreements, of which a copy is attached hereto as Exhibit 10.46 and is incorporated herein by reference.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

13 unchanged sentences

Financial Statements and Supplementary Data,” on pages 102 through 150 hereof, for a list of our consolidated financial statements and report of independent registered public accounting firm.

The following financial statement schedule is included herein on page 163 through page 164 hereof.

The following financial statement schedule is included herein on pages 161 through 162 hereof.

Schedule III – Real Estate and Accumulated Depreciation

117 unchanged sentences

Stockton (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on May 12, 2022) (File No.

10.28 Standby Equity Distribution Agreement, dated as of February 4, 2021, by and between Braemar Hotels & Resorts Inc.

and YA II PN.

(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on February 4, 2021) (File No.

Purchase Agreement, dated as of April 21, 2021, by and between the Company and Lincoln Park Capital Fund, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on April 21, 2021) (File No.

17 unchanged sentences

(incorporated by reference to Exhibit 10.38 to the Annual Report on Form 10-K filed on March 14, 2024 (File No.

Number Exhibit Description

First Amendment to Credit Agreement, dated as of February 21, 2024, by and among Braemar Hospitality Limited Partnership, Braemar Hotels & Resorts Inc., the lenders party thereto and Bank of America, N.A.

(incorporated by reference to Exhibit 10.39 to the Annual Report on Form 10-K filed on March 14, 2024 (File No.

Number Exhibit Description

Agreement of Purchase and Sale, dated as of May 6, 2024, by and among JRK Torrey Pines Hotel Owner LLC and CHH Torrey Pines Hotel Partners, LP and CHH Torrey Pines Tenant Corp.

8 unchanged sentences

and Ashford Hospitality Advisors LLC (incorporated by reference to Exhibit 10.8 to the Quarterly Report on Form 10-Q filed on August 8, 2024 (File No.

Form of 202 5 Deferred Cash Award Agreement

19.1* Policy on Insider Trading and Compliance

Form of 2025 Deferred Cash Award Agreement (incorporated by reference to Exhibit 10.45 to the Annual Report on Form 10-K filed on March 12, 2025 (File No.

Limited Waiver Under Advisory Agreement, dated as of March 10, 2025, by and among Braemar Hotels & Resorts Inc., Braemar Hospitality Limited Partnership, Braemar TRS Corporation, Ashford Inc., and Ashford Hospitality Advisors LLC (incorporated by reference to Exhibit 10.46 to the Annual Report on Form 10-K filed on March 12, 2025 (File No.

Letter Agreement, dated August 26, 2025, by and among Braemar Hotels & Resorts Inc., Braemar Hospitality Limited Partnership, Ashford Inc.

and Ashford Hospitality Advisors LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on August 26, 2026 (File No.

Amendment to Letter Agreement, dated December 22, 2025, by and among Braemar Hotels & Resorts Inc., Braemar Hospitality Limited Partnership, Ashford Inc.

and Ashford Hospitality Advisors LLC (incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q filed on November 7, 2025 (File No.

Policy on Insider Trading and Compliance (incorporated by reference to Exhibit 19.1 to the Annual Report on Form 10-K filed on March 12, 2025 (File No.

21.1* List of Subsidiaries of Braemar Hotels & Resorts Inc.

5 unchanged sentences

32.2** Certification of the Chief Financial Officer required by Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended (In accordance with SEC Release 33-8212, this exhibit is being furnished, and is not being filed as part of this report or as a separate disclosure document, and is not being incorporated by reference into any Securities Act of 1933 registration statement.)

97.1* Policy relating to recovery of erroneously awarded compensation, as required by applicable listing standards adopted pursuant to 17 CFR 240.10D-1

Policy relating to recovery of erroneously awarded compensation, as required by applicable listing standards adopted pursuant to 17 CFR 240.10D-1 (incorporated by reference to Exhibit 97.1 to the Annual Report on Form 10-K filed on March 12, 2025 (File No.

99.1 Release and waiver, by and between, Ashford Hospitality Services, LLC and Jeremy Welter, dated April 15, 2022 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed on April 19, 2022)

9 unchanged sentences

and (vi) Notes to Consolidated Financial Statements.

In accordance with Rule 402 of Regulation S-T, the XBRL related information in Exhibit 101 to this Annual Report on Form 10-K shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be part of any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

of any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the XBRL document

33 unchanged sentences

Rebeca Odino-Johnson

/s/ KELLIE SIRNA

Director March 11, 2026

24 unchanged sentences

$ 110,600 $ 45,721 $ 106,245 $ — $ 48,908 $ 45,721 $ 155,153 $ 200,874 $ 77,527 April 2007 (1),(2),(3)

Marriott Seattle Waterfront Seattle, WA 90,785 31,888 112,176 — 23,177 31,888 135,353 167,241 63,180 — April 2007 (1),(2),(3)

The Notary Hotel Philadelphia, PA 66,245 9,814 94,029 — 21,776 9,814 115,805 125,619 60,482 April 2007 (1),(2),(3)

The Clancy San Francisco, CA 78,384 22,653 72,731 — 33,790 22,653 106,521 129,174 58,121 — April 2007 (1),(2),(3)

Sofitel Chicago Magnificent Mile Chicago, IL 66,993 12,631 140,369 — 957 12,631 141,326 153,957 41,397 — February 2014 (1),(2),(3)

Sofitel Chicago Magnificent Mile (5)

Chicago, IL 48,509 12,631 140,369 ( 3,540 ) ( 69,001 ) 9,091 71,368 80,459 1,359 February 2014 (1),(2),(3)

Pier House Resort & Spa Key West, FL 94,000 59,731 33,011 — ( 1,405 ) 59,731 31,606 91,337 11,923 March 2014 (1),(2),(3)

1 unchanged sentence

Yountville, CA 39,000 — 64,184 — ( 16,545 ) — 47,639 47,639 2,014 July 2015 (1), (2), (3), (4)

Hotel Yountville Yountville, CA 37,000 47,849 48,567 — ( 1,922 ) 47,849 46,645 94,494 10,372 — May 2017 (1),(2),(3)

Hotel Yountville (5)

Yountville, CA 37,000 47,849 48,567 ( 9,185 ) ( 15,383 ) 38,664 33,184 71,848 1,548 May 2017 (1),(2),(3)

Park Hyatt Beaver Creek Resort & Spa Beaver Creek, CO 70,500 89,117 56,383 354 36,794 89,471 93,177 182,648 26,856 March 2017 (1),(2),(3)

6 unchanged sentences

Four Seasons Resort Scottsdale Scottsdale, AZ 180,000 70,248 197,610 — 12,902 70,248 210,512 280,760 31,837 December 2022 (1),(2),(3)

5,360 12,786 — — — 12,786 — 12,786 — April 2025

Total $ 1,026,775 $ 592,848 $ 1,132,838 $ ( 12,371 ) $ 189,013 $ 580,477 $ 1,321,851 $ 1,902,328 $ 344,061

3 unchanged sentences

(3) Estimated useful life for furniture and fixtures is 1.5 to 5 years.

(4) Amount includes transfer of FF&E to Ashford Inc.

in return for the key money consideration.

(5) Amounts include impairment charges.

(6) The cost of land and depreciable property, net of accumulated depreciation, for U.S.

6 unchanged sentences

Write-offs ( 33,693 ) ( 66,227 ) ( 34,761 )

Impairment ( 121,474 ) — —

Sales/disposals ( 285,865 ) ( 121,673 ) —

4 unchanged sentences

Write-offs ( 33,693 ) ( 66,227 ) ( 34,761 )

Impairment ( 70,480 ) — —

Sales/disposals ( 119,136 ) ( 56,679 ) —

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures